0001193125-16-464993.txt : 20160216 0001193125-16-464993.hdr.sgml : 20160215 20160216151700 ACCESSION NUMBER: 0001193125-16-464993 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160216 DATE AS OF CHANGE: 20160216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: InfraREIT, Inc. CENTRAL INDEX KEY: 0001506401 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 273797217 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88723 FILM NUMBER: 161427148 BUSINESS ADDRESS: STREET 1: 1807 ROSS AVENUE STREET 2: 4TH FLOOR CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-855-6700 MAIL ADDRESS: STREET 1: 1807 ROSS AVENUE STREET 2: 4TH FLOOR CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: InfraREIT, L.L.C. DATE OF NAME CHANGE: 20140716 FORMER COMPANY: FORMER CONFORMED NAME: InfraREIT L.L.C. DATE OF NAME CHANGE: 20140714 FORMER COMPANY: FORMER CONFORMED NAME: ELECTRIC INFRASTRUCTURE ALLIANCE OF AMERICA, L.L.C. DATE OF NAME CHANGE: 20101123 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARUBENI CORP /FI CENTRAL INDEX KEY: 0000801645 IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: CPO BOX 595 CITY: TOKYO JAPAN STATE: M0 SC 13G/A 1 d145689dsc13ga.htm SC 13G AMENDMENT NO. 1 SC 13G Amendment No. 1

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

InfraREIT, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

45685L 100

(CUSIP Number)

February 16, 2016

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed.

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No.    45685L 100  

 

  1   

NAMES OF REPORTING PERSONS

 

Marubeni Corporation

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  ¨

 

N/A

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Japan

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

4,253,292

   6   

SHARED VOTING POWER

 

0

   7   

SOLE DISPOSITIVE POWER

 

4,253,292

   8   

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,253,292 shares of Common Stock*

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.1%

12  

TYPE OF REPORTING PERSON

 

CO – Corporation

 

* Consists of an aggregate of (i) 927,418 shares of common stock, $0.01 par value per share, of InfraREIT, Inc. (“Common Stock”) and (ii) 3,325,874 common units representing limited partnership interests (“common units”) in InfraREIT Partners, LP, a Delaware limited partnership, owned by MC Transmission Holdings, Inc., which is a wholly-owned subsidiary of the reporting person. Pursuant to the Second Amended and Restated Agreement of Limited Partnership of InfraREIT Partners, LP, common units are redeemable for cash or, at InfraREIT, Inc.’s election, shares of Common Stock on a one-for-one basis, beginning on or after the date that is the six-month anniversary of the closing of InfraREIT, Inc.’s initial public offering.

Item 1.

 

  (a) Name of Issuer

InfraREIT, Inc.

 

  (b) Address of Issuer’s Principal Executive Offices

1807 Ross Avenue, 4th Floor, Dallas, Texas 75201

 

Item 2.

 

  (a) Name of Persons Filing

Marubeni Corporation

 

  (b) Address of Principal Business Office or, if none, Residence

4-2, Ohtemachi 1-chome, Chiyoda-ku, Tokyo, 100-8088

 

  (c) Citizenship

Marubeni Corporation (the “Reporting Person”) is organized and exists under the laws of Japan

 

  (d) Title of Class of Securities

common stock, $0.01 par value per share (“Common Stock”)

 

  (e) CUSIP Number

45685L 100

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

  (a)    ¨    Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
  (b)    ¨    Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
  (c)    ¨    Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
  (d)    ¨    Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
  (e)    ¨    An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
  (f)    ¨    An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

  (g)    ¨    A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
  (h)    ¨    A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
  (i)    ¨    A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
  (j)    ¨    A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
  (k)    ¨    Group, in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:                     

 

Item 4. Ownership

Set forth below is information regarding the aggregate number and percentage of shares of Common Stock of the Issuer that are beneficially owned by the Reporting Person as of the date hereof, assuming that the 3,325,874 common units representing limited partnership interests (“common units”) in InfraREIT Partners, LP, a Delaware limited partnership, owned by MC Transmission Holdings, Inc., which is a wholly-owned subsidiary of the Reporting Person (“MC Transmission”), have been exchanged, on a one-for-one basis, for shares of Common Stock, but that no units of InfraREIT Partners, LP beneficially owned by other persons have been exchanged for shares of Common Stock. All percentages reported in this statement on Schedule 13G have been calculated based on an aggregate of 46,891,369 shares of Common Stock, comprised of (i) 43,565,495 shares of Common Stock issued and outstanding as of November 4, 2015 as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on November 6, 2015 and (ii) 3,325,874 common units owned by MC Transmission, assuming such common units have been exchanged, on a one-for-one basis, for shares of Common Stock.

 

  (a) Amount beneficially owned: 4,253,292 shares

 

  (b) Percent of class: 9.1%

 

  (c) Number of shares as to which the person has:

 

  (i) Sole power to vote or to direct the vote:                                 4,253,292

 

  (ii) Shared power to vote or to direct the vote:                                            0

 

  (iii) Sole power to dispose or to direct the disposition of:             4,253,292

 

  (iv) Shared power to dispose or to direct the disposition of:                       0

 

4

Item 5. Ownership of Five Percent or Less of a Class

Not applicable

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person

Not applicable

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

See Item 4 above

 

Item 8. Identification and Classification of Members of the Group

Not applicable

 

Item 9. Notice of Dissolution of Group

Not applicable

 

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

5

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 16, 2016     MARUBENI CORPORATION
    By:  

/s/ Takashi Fujinaga

    Name:   Takashi Fujinaga
    Title:   Attorney-In-Fact

EXHIBIT INDEX

Exhibit 99.1: Power of Attorney.

EX-99.1 2 d145689dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

POWER OF ATTORNEY

TO WHOM IT MAY CONCERN:

KNOW ALL MEN BY THESE PRESENTS, that Marubeni Corporation, a corporation duly organized and existing under the laws of Japan, with its principal office at 4-2, Ohtemachi 1-chome, Chiyoda-ku, Tokyo, Japan (hereinafter called the “Company”),

DOES HEREBY constitute, designate and appoint

Takashi Fujinaga,

General Manager of Overseas Power Project Dept. - III,

Power Projects Division, Power Projects & Plant Group, the Company

Hiromichi Mizuno,

Deputy General Manager of Overseas Power Project Dept. - III,

Power Projects Division, Power Projects & Plant Group, the Company

Joichi Shimoichi,

General Manager of Power Investment Team I,

Overseas Power Project Dept. -III, Power Projects Division,

Power Projects & Plant Group, the Company

as the Company’s true and lawful attorney-in-fact, in the Company’s name, place and stead, with full powers of substitution and revocation, to execute and deliver agreements and other documents in relation to InfraREIT, Inc. (HIFR), Regulated Transmission and Distribution Business in Texas

and to do any and all acts and deeds as the said attorney-in-fact may deem requisite, necessary or proper to be done in connection therewith, all in the name and on behalf of the Company, hereby ratifying and confirming all that the said attorney-in-fact shall do pursuant to the power hereunder granted.

This Power of Attorney has been drawn up in the city of Tokyo, Japan on this 27th day of July, 2015 and shall remain in full force and effect until further notice.

 

Marubeni Corporation
By:  

/s/ Shigeru Yamazoe

Shigeru Yamazoe

Senior Executive Vice President,

Member of the Board